Reference template

Direct Service Agreement

Use this as a starting point for projects awarded above $30,000. Both parties should have their own counsel review before signing — Innolux Master does not provide legal advice.

# Direct Service Agreement (Template)

> Reference template provided by Innolux Master for direct contracts awarded above $30,000 USD. This template is **not legal advice** — both parties should review and adapt it with their own counsel before signing.

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**This Agreement** ("Agreement") is entered into on **{{date}}** between:

- **Homeowner ("Client"):** {{homeowner_name}}, located at {{project_address}}
- **Service Provider ("Pro"):** {{pro_company}}, {{pro_license_or_dba}}

The parties agree as follows.

## 1. Scope of Work

The Pro will perform the work described in the accepted bid dated **{{award_date}}** on the Innolux Master platform (the "Bid"), summarized as:

> {{scope_summary}}

The Bid, including any attached drawings, specifications, materials lists, and exclusions, is incorporated into this Agreement by reference.

## 2. Contract Price

Total contract price: **{{contract_amount}} USD**.

This price is fixed unless modified through the Change Order process (Section 6).

## 3. Payment Schedule

| # | Trigger | Amount |
|---|---------|--------|
| 1 | Signing of this Agreement (deposit) | {{deposit_amount}} |
| 2 | Materials delivered on-site | {{milestone_2_amount}} |
| 3 | Substantial completion / rough-in approved | {{milestone_3_amount}} |
| 4 | Final completion + walkthrough sign-off | {{final_amount}} |

Payments are made directly between Client and Pro. **Innolux Master is not a party to payments under this Agreement** and does not hold funds in escrow for direct contracts above $30,000.

## 4. Schedule

- Estimated start date: **{{start_date}}**
- Estimated substantial completion: **{{completion_date}}**

The Pro will provide written notice of any delay greater than five (5) business days, with a revised schedule.

## 5. Materials, Permits, and Insurance

- Pro is responsible for pulling all required permits unless otherwise stated in the Bid.
- Pro warrants it carries general liability insurance of at least **$1,000,000** and workers' compensation as required by the state of {{project_state}}.
- Pro will provide certificates of insurance naming the Client as additional insured upon request.

## 6. Change Orders

Any change to scope, materials, schedule, or price must be documented in a written Change Order signed by both parties before the work is performed. Verbal changes are not binding.

## 7. Warranty

Pro warrants all workmanship for **one (1) year** from substantial completion, and will pass through manufacturer warranties for installed materials.

## 8. Suspension and Termination

- Either party may suspend work with seven (7) days' written notice for material breach not cured within that period.
- On termination, Client pays for work satisfactorily completed plus non-cancellable material orders.

## 9. Dispute Resolution

The parties will first attempt good-faith negotiation. Any unresolved dispute will be submitted to **binding arbitration** under the rules of the {{arbitration_body}} in {{venue}}, and judgment may be entered on the award. Each party bears its own attorneys' fees unless the arbitrator awards otherwise.

## 10. Innolux Platform Terms

Both parties acknowledge that they were introduced through Innolux Master and that:

- The Pro paid a 10% match fee at the time of the award.
- The match fee is refundable to the Pro if the Client withdraws the award within seven (7) days.
- After day 7, the match fee is final and the parties continue independently.
- **Off-platform circumvention** — using Innolux to source the Pro and then awarding subsequent jobs without going through the platform — is a breach of the Innolux Terms of Service and may result in suspension from the platform.

## 11. Entire Agreement

This Agreement and the incorporated Bid are the entire agreement between the parties. Amendments must be in writing.

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**Client signature:** ______________________ Date: __________

**Pro signature:** ______________________ Date: __________